MERCHANT MEMBER PROGRAM AGREEMENT v3.0
Last updated: August 27th, 2012

This Agreement (“Agreement”), by and between ResellerRatings.com, belonging to the Answers TM group of companies ("ResellerRatings.com"), and Participating Merchant ("Merchant") is entered into, (i) following your indication of acceptance of, and agreement with, all of the terms and conditions set forth herein ("Acceptance") by subscribing to the Merchant Member Program on the webpage where this Agreement appears at http://www.resellerratings.com/forum/payments.php, or by your verbal or written authorization by phone or email to ResellerRatings.com to manually subscribe you to the Merchant Member Program, and (ii) upon ResellerRatings.com’s acceptance and confirmation of you as a member of the Merchant Member Program (”Confirmation”).

1. DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings:

• (a) "Acceptance" has the meaning set forth in the first paragraph of this Agreement;
• (b) “Claim” has the meaning set forth in Section 7(a) hereof;
• (c) "Confidential Information" has the meaning set forth in Section 10(a) hereof;
• (d) “Confirmation” has the meaning set forth in the first paragraph of this Agreement;
• (e) "Disclosing Party" has the meaning set forth in Section 10(a) hereof;
• (f) "HTML Advertisement" means a Merchant Member Program sales package option commonly known as the Reviews Page HTML Advertisement, consisting of a 750 pixel wide by 75 pixel tall advertising spot on Merchant's reviews page;
• (g) "Licensed Property" means the demographic, survey, and reviews data, made available by ResellerRatings.com as part of its Merchant Member Program;
• (h) "Logo Advertisement" means a Merchant Member Program sales package option commonly known as the Homepage 125x50 Logo Advertisement, consisting of a 125 pixel wide by 50 pixel tall advertising spot on the ResellerRatings.com homepage;
• (i) "Merchant" or "you" (and in the possessive form, "your") means the corporation, limited liability company, partnership, other business entity or individual (i) named in, and provided as part of, the registration form for the ResellerRatings.com Merchant Member Program and (ii) accepted by ResellerRatings.com as a member of its Merchant Member Program;
• (j) "Merchant Member Program" has the meaning of and shall refer to access provided by ResellerRatings.com to restricted content and services, as administered by ResellerRatings.com and/or its agents or representatives;
(k) "Payment" means the financial compensation payable to ResellerRatings.com by or on behalf of Merchant for monthly access to the Merchant Member Program;
• (l) "Receiving Party" has the meaning set forth in Section 10 hereof;
• (m) “Released Party” has the meaning set forth in Section 7 hereof;
• (n) “ResellerRatings.com” has the meaning set forth in the first paragraph of this Agreement;
• (o) “ResellerRatings.com Intellectual Property” has the meaning set forth in Section 5 hereof;
• (p) “ResellerRatings.com Marks” has the meaning set forth in Section 5 hereof;
• (q) “Web site” means the ResellerRatings.com Web site accessible via the URL www.resellerratings.com.

2. ENROLLMENT IN THE MERCHANT MEMBER PROGRAM

• (a) To begin the enrollment process in the Merchant Member Program, you must submit a complete subscription order application via the Web site. ResellerRatings.com will evaluate your application and upon approval will notify you in a timely manner.
• (b) Upon Confirmation, ResellerRatings.com will make available to you, via an electronic mail address, as specified by you in your application, password information to allow access to the Merchant Member Program.

3. CERTAIN RESELLERRATINGS.COM OBLIGATIONS

(a) ResellerRatings.com will make available to Merchant access to various tools, as described at merchant-solutions.

(b) ResellerRatings.com will continually update such tools and features as new tools and features are developed.

4. CERTAIN MERCHANT OBLIGATIONS

• (a) Merchant shall be responsible for payment of the mutually agreed upon monthly or annual fee for access to the Merchant Member Program. Failure to pay the fee may result in immediate termination of this Agreement. The monthly rate for the Merchant Member Program is made known to Merchant at the time of Payment, and ResellerRatings.com reserves the right to increase Merchant's monthly rate at any time and at ResellerRatings.com's sole discretion, upon 30 days notice by email.
• (b) Merchant shall be responsible for abiding by the Terms of Service of the Web site and shall be responsible for abiding by the terms of this Agreement.
• (c) Merchant agrees that the HTML Advertisement, if included in Merchant's sales package, shall not consist of more than 50 kilobytes of data, including all graphics and HTML source code, and shall not contain any code intended to redirect a user's web browser from one webpage to another.
• (d) Merchant agrees that the Logo Advertisement, if included in Merchant's sales package, shall not consist of more than 5 kilobytes of data, and shall be a static, non-animated GIF or JPG image featuring Merchant's logo. Merchant understands that the Logo Advertisement will be rotated with logo advertisements from other paying advertisers and the Logo Advertisement shall therefore not be shown on every page view.

5. LICENSES; PROPRIETARY RIGHTS

• (a) Subject to the terms and conditions of this Agreement, ResellerRatings.com hereby grants Merchant a revocable, nontransferable, royalty-free license, solely as contemplated in this Agreement, to the Licensed Property, for the purposes of commercial research and review;
• (b) Merchant shall not challenge the validity of, or attempt to create any derivative works from any of the Licensed Property. Merchant acknowledges that it has no proprietary rights in any ResellerRatings.com brand names, trade names, trade dress or any trademarks (collectively, "ResellerRatings.com Marks"), or any copyrighted content, or any other intellectual property belonging to or licensed by ResellerRatings.com (collectively with the ResellerRatings.com Marks, " ResellerRatings.com Intellectual Property"), and Merchant shall not challenge ResellerRatings.com's proprietary rights in or to any of the ResellerRatings.com Intellectual Property. Merchant acknowledges that all uses of ResellerRatings.com Intellectual Property, and all goodwill associated therewith, shall inure solely to the benefit of ResellerRatings.com.
• (c) The license to the Licensed Property, granted under this Agreement, shall be revoked upon termination of this Agreement, and Merchant shall immediately destroy all Licensed Property, and promptly certify in writing such destruction to ResellerRatings.com, upon request.

6. REPRESENTATIONS AND WARRANTIES

• (a) ResellerRatings.com represents and warrants to Merchant as follows: ResellerRatings.com has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; and its entry into this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. Upon Confirmation, following your Acceptance, this Agreement will be deemed to have been duly executed and delivered by ResellerRatings.com.
• (b) Merchant represents and warrants to ResellerRatings.com as follows: Merchant has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; and its entry into this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other relevant action. Upon Confirmation, following your Acceptance, this Agreement will be deemed to have been duly executed and delivered by you, and is a valid and binding obligation of Merchant.

7. INDEMNIFICATION

• (a) Merchant agrees to indemnify, hold harmless, and defend ResellerRatings.com, its subsidiaries, affiliates, or any related companies (including those which share substantially common ownership), and its officers, directors, employees, agents, insurers, and representatives of any of them (each, a “Released Party”, and collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, sums of money, judgments, controversies, and liabilities whatsoever, at law or in equity, arising from or in any way resulting from (i) Merchant's use of this Web site, and (ii) Merchant's use of or participation in the Merchant Member Program (in each case, a “Claim”).
• (b) To the extent it is aware of a third party claim, ResellerRatings.com shall inform Merchant of any person making or presenting a claim hereunder and shall provide Merchant with: (i) reasonably prompt notice of the relevant Claim; provided, however, that failure to provide such notice shall not relieve Merchant from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure, (ii) reasonable cooperation, at Merchant's expense, in the defense of such Claim. ResellerRatings.com shall be deemed to have informed Merchant by contacting Merchant at the contact information provided in Merchant's application for the Merchant Member Program.
• (c) Any Released Party shall have the right to control the defense and settlement of any such Claim; provided, however, that a Released Party shall not, without the prior written approval of Merchant, settle or dispose of any Claim in any manner that adversely affects Merchant's rights or interests, which approval shall not be unreasonably withheld.

8. FRAUD

• (a) Merchant shall not commit fraud or falsify information in any manner whatsoever in connection with the Merchant Member Program, including, without limitation, by (i) submitting fraudulent or inaccurate reviews of products to the Web site, (ii) falsely denying the existence of a valid point-of-sale or other transaction reviewed in the Web site, (iii) using the Merchant Member Program to harass or threaten reviewers, or (iv) any other non-truthful use of the Merchant Member Program.
• (b) Merchant shall be liable to ResellerRatings.com for any and all damages that ResellerRatings.com suffers as a result of any such actions. Further, in connection with any such actions, ResellerRatings.com expressly reserves the right to pursue all causes of action in connection with such fraudulent activity to the extent permissible under applicable law.

9. TERM; TERMINATION

• (a) The term of this Agreement shall commence upon Confirmation and shall continue from month to month until terminated by either ResellerRatings.com or Merchant in accordance with the terms hereof.
• (b) This Agreement may be terminated by the parties as follows: (i) By ResellerRatings.com, immediately upon notice by ResellerRatings.com to Merchant if it determines, in its sole discretion, that Merchant has breached the provisions of this Agreement; (ii) By either party if the other party breaches any material term or condition of this Agreement and such breach is not cured within five (5) days after written notice from the non-breaching party; or (iii) By either party, without cause, upon ten (10) days' prior written notice.
• (c) Pursuant to the provisions of this Section, Merchant agrees to provide notice of cancellation to ResellerRatings.com on or before the 25th day of the current 30 day billing cycle. Failure to do so will result in Merchant being charged for the following month. Merchant accepts that no full or partial refunds will be issued.
• (c) Pursuant to the provisions of this Section, Merchant agrees to provide notice of cancellation to ResellerRatings.com on or before the 25th day of the current 30 day billing cycle. Failure to do so will result in Merchant being charged for the following month. Merchant accepts that no full or partial refunds will be issued.

10. CONFIDENTIALITY

(a) Each party acknowledges that it may be furnished Confidential Information pursuant to this Agreement. “Confidential Information” is information which when shared is either marked as such, or information which by its nature could reasonably be expected by a party to this Agreement to be kept in confidence by the other party. As a condition to being furnished Confidential Information, the party receiving the Confidential Information (“Receiving Party”): (i) will keep the Confidential Information of the party disclosing its Confidential Information (“Disclosing Party”) confidential and will not (except as required by applicable law, regulation or legal or judicial process, and only after compliance with subsection (c) below), without the Disclosing Party's prior written consent, disclose any of the Disclosing Party's Confidential Information in any manner whatsoever and (ii) will use such Confidential Information solely in connection with its performance of its obligations under this Agreement and shall make no use of any such Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or in order to obtain any competitive benefit with respect to the Disclosing Party. The Receiving Party shall make all necessary and appropriate efforts to safeguard the Receiving Party's Confidential Information from disclosure to anyone other than as permitted hereby. (b) The term "Confidential Information" will not, however, include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party hereto, (ii) was available to a party hereto on a nonconfidential basis prior to its disclosure to the Receiving Party, (iii) becomes available to the Receiving Party on a nonconfidential basis from a source (other than in connection with this Agreement) which, to the best knowledge of the Receiving Party, after due inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. (c) Confidential Information shall remain the property of the Disclosing Party thereof. (d) Merchant agrees that any information received under this Premium Content Agreement shall be used only for research purposes and shall not be used for purposes not supported by this Agreement.

11. LIMITATION OF LIABILITY

(a) RESELLERRATINGS.COM SHALL NOT BE LIABLE TO MERCHANT FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF RESELLERRATINGS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS. (b) THE PARTIES AGREE THAT RESELLERRATINGS.COM SHALL IN NO CASE BE FOUND LIABLE FOR DAMAGES IN AN AMOUNT EXCEEDING MONIES RECEIVED FROM MERCHANT OVER THE COURSE OF THE PERFORMANCE OF THIS AGREEMENT. (c) RESELLERRATINGS.COM SHALL NOT BE LIABLE TO MERCHANT FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSSES OF BUSINESS REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF THE CONTENT OF ANY USER REVIEW OR ANY USER POSTING WHICH HAS EVER BEEN POSTED TO THE WEB SITE, INCLUDING BUT NOT LIMITED TO ANY USER REVIEW OR USER POSTING WHICH CONTAINS SLANDEROUS, DEFAMATORY, LIBELOUS, ILLEGAL, FALSE, INACCURATE, THREATENING, OR MISLEADING STATEMENTS.

12. DISCLAIMER OR WARRANTIES

ALL INFORMATION PRESENTED ON THIS WEB SITE IS "AS IS". RESELLERRATINGS.COM MAKES NO WARRANTIES OTHER THAN THE LIMITED WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT. MERCHANT WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (A) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR EDITORIAL CONTENT PROVIDED UNDER THIS AGREEMENT AND (C) WARRANTIES AS TO THE PERFORMANCE OR FAILURE OF SYSTEMS, SOFTWARE, HARDWARE OR TELECOMMUNICATIONS.

13. MISCELLANEOUS

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (b) This Agreement (including the documents and Web site pages referred to herein) constitutes the entire agreement, and supersedes all prior agreements, both oral and written, between the parties with respect to the subject matter of this Agreement. (c) All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service, sent by email (if to ResellerRatings.com, to contact@resellerratings.com and if to Merchant, to the email address supplied by Merchant as part of its application for the Merchant Member Program) or by U.S. certified or registered mail, return receipt requested, to the appropriate address for a party set forth below (or at such other address for a party as shall be specified by like notice):

If to ResellerRatings.com:

By email: staff@resellerratings.com By postal mail: ResellerRatings.com
6665 Delmar, Suite #3000
St. Louis, MO 63130

If to Merchant: To the address, physical or email, as specified by Merchant as part of its registration for the Merchant Member Program

(d) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part by Merchant without the prior written consent of ResellerRatings.com. This Agreement and any of the rights, interests or obligations hereunder may be assigned, in whole or in part by ResellerRatings.com without the prior written consent of Merchant. (e) The headings contained in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement. (f) ResellerRatings.com may modify or amend any of the terms or conditions contained in this Agreement at any time. Upon the occurrence of any material modification or amendment, ResellerRatings.com will notify you. If the modification or amendment is unacceptable to you, your sole recourse shall be to terminate this Agreement in accordance with the provisions hereof. Your continued participation in the Merchant Member Program for a period of ten (10) business days following the receipt of any such notice will be deemed to constitute Merchant's binding acceptance of such modification or amendment. (g) The failure of any party hereto to comply with any representation, warranty, covenant or agreement contained in this Agreement may be waived only by a written instrument signed by the party granting such waiver. No failure by a party to take any action with respect to any breach of this Agreement or default by the other party shall constitute a waiver of such party's right to enforce any provision hereof or to take any such action. The waiver by any party hereto of a breach of any provision hereunder shall not operate as a waiver of any prior or subsequent breach of the same or any other provision hereunder. (h) Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. (i) Merchant agrees that in the event a dispute arises concerning its use of resellerratings.com, or any other program or service offered by ResellerRatings.com, that such dispute shall be resolved via an arbitration process. Unless the parties specifically agree otherwise in writing, such arbitration shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Further, Merchant agrees that any such arbitration shall be settled on an individual basis, and unless the parties agree otherwise in writing shall not be consolidated in any arbitration or suit with any claim or controversy of another party. Merchant agrees that all arbitration proceedings will be conducted in San Francisco, CA., and further agrees that any interim or preliminary relief sought shall be brought exclusively in a court of competent jurisdiction in the County of San Francisco, CA. (j) The relationship of the parties to this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Neither party shall take any actions that would suggest to any third party that the relationship between the parties is anything other than that of independent contractors. (k) Neither party shall be liable for, have the right to terminate this Agreement or claim damages as a result of the other party's failure or delay in performance due to circumstances beyond such party's reasonable control (except for the nonpayment of money), including but not limited to labor disputes, strikes, lockouts, shortages or inability to obtain energy, war, riots, insurrection, epidemics, earthquakes, fires, acts of God, governmental action, third party network or telecommunications failures and third party internet "brownouts." (l) ResellerRatings.com operates the Web site from its offices in the United States of America and makes no representation or warranty that its content or use is legal in any other location. Access or use where illegal is prohibited. Merchant is responsible for compliance with applicable local laws. Merchant represents and warrants that it will refrain from taking any actions that contravene any such laws. If Merchant is an individual, Merchant represents and warrants that he or she is at least 18 years of age. (m) ResellerRatings.com reserves the right to refuse to display any HTML Advertisement or Logo Advertisement which is libelous, scandalous, obscene, vulgar, or otherwise deemed unsuitable for placement upon the Web site. Such determination shall be made according to the sole discretion and judgment of ResellerRatings.com.

Privacy UPDATE BY CLICKING THE ORDER NOW BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND ACCEPT AND AGREE TO BE BOUND BY AND SUBJECT TO ITS TERMS AND CONDITIONS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE PROGRAM (AS HEREINAFTER DEFINED). YOUR USE OF THE PROGRAM IS GOVERNED BY THE TERMS AND CONDITIONS OF THIS MERCHANT MEMBER PROGRAM AGREEMENT AND THE TERMS OF USE FOUND AT HTTP://WWW.RESELLERRATINGS.COM/TERMS, WHICH ARE HEREBY INCORPORATED HEREIN (COLLECTIVELY, THIS "AGREEMENT"), ENTERED INTO BETWEEN YOU AND ALL ENTHUSIAST. 1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings: (a) "All Enthusiast" means All Enthusiast, Inc., a Texas corporation or any successor thereto. (b) "All Enthusiast's Web site" means All Enthusiast's ResellerRatings' Web site, accessible through the URL www.resellerratings.com, and all subdomains thereof. (c) "HTML Advertisement" means a Program sales package option commonly known as the Reviews Page HTML Advertisement, consisting of a 750 pixel wide by 75 pixel tall advertising spot on Subscriber's reviews page on All Enthusiast's Web site. (d) "Payment" means the financial compensation payable to All Enthusiast by or on behalf of Subscriber for monthly access to the Program, which monthly compensation is based on the size of Your company, and which pricing, which may change from time to time in All Enthusiast's sole discretion, can be found at the subdomain http://www.resellerratings.com/merchant-solutions under the Package Details. Your current month to month rate is $/month. (e) "Program" means the services and access to restricted content provided by All Enthusiast, as administered by All Enthusiast and/or its agents or representatives, as detailed at http://www.resellerratings.com/merchant-solutions under the Package Details. Subscriber accepts that All Enthusiast may, from time to time, at its sole discretion add or remove specific services offered under http://www.resellerratings.com/merchant-solutions-feature. (f) "Subscriber" or "You" (and in the possessive form, "Your") is the user of these services in association with a single branded storefront on the internet, associated with a single internet domain and/or subdomain. 2. Provision of the Program. Subject to the terms and conditions of this Agreement (including, but not limited to the Terms of Use), All Enthusiast hereby agrees to make available to Subscriber the Program, provided Subscriber make the applicable Payment, if required. For the purposes of providing the Program to Subscriber or to comply with applicable laws, Subscriber hereby grants All Enthusiast a non-exclusive, worldwide right and license to use, copy, display, and transmit any information provided to All Enthusiast by You. All Enthusiast reserves the right to deny participation in the Program, including by terminating or suspending an active subscription to or removing any content of any party who is (i) a competitor of All Enthusiast, (ii) a known felon, (iii) a known computer criminal, (iv) a known spammer, (v) a known pornographer or operator of pornographic websites, (vi) a merchant in a region that does not allow the use of the Program, (vii) any Subscriber who is more than 60 days past due on any payment owed to All Enthusiast for any product, service or any other reason or (viii) any Subscriber using the Program in violation of the Terms of Use, this Agreement or the law. 3. Payment. Subscriber shall pay All Enthusiast a monthly Payment (including all taxes) for the Program. The monthly rate for the Program is made known to Subscriber at the time of Payment, and All Enthusiast reserves the right to increase Subscriber's monthly rate at any time and at All Enthusiast's sole discretion, upon 30 days notice by email. . 4. Seal Program. In the event You have a minimum of 5 lifetime reviews and maintain a six-month rating on the All Enthusiast Web site of at least '7' out of '10', You are eligible to participate in the seal program, whereby You may display a seal logo ('Seal') provided by All Enthusiast on Your site denoting your elite seller status. In addition to your obligation to comply with the other terms and conditions applicable to the Program, the Seal will not and should not display if (i) You do not make Program Payments in a timely manner and/or (ii) if You do not have and maintain a six-month rating of at least '7' out of '10' on the All Enthusiast Web site. In the event Your six-month rating drops below a '7', You shall have three (3) days to cure such drop prior to the removal of the Seal. You acknowledge and agree that the efficacy of the Seal is based on the placement on Your website. You understand that to the Seal is most effective if placed above the fold and/or close to 'call to action' buttons on your Site. 5. Passwords. You acknowledge that log-in information to access your account and manage your participation in the Program is solely for You and Your authorized users. You acknowledge and agree that You are solely responsible for protection of Your passwords and for ensuring that Your authorized users comply with the terms of this Agreement (including, but not limited to the Terms of Use) and all laws. You further acknowledge and agree that You will use commercially reasonable efforts to prohibit or cease any unauthorized access to the Program. 6. Fraud. You agree that You shall not commit fraud or falsify information in any manner whatsoever in connection with the Program, including, without limitation, by (i) submitting fraudulent, false or inaccurate information to All Enthusiast when completing online or hardcopy forms, (ii) submitting fraudulent or inaccurate reviews to All Enthusiast's Web sites, (iii) falsely denying the existence of a valid point-of-sale or other transaction reviewed in the Web site, (iv) using the Program to harass or threaten reviewers or (v) any other non-truthful use of the Program. You shall be liable to All Enthusiast for any and all damages that All Enthusiast suffers as a result of any such actions. Further, in connection with any such actions, All Enthusiast expressly reserves the right to pursue all causes of action in connection with such activity to the extent permissible under applicable law. 7. Prohibited Uses. You agree not to use the program, account, seals or All Enthusiast, Inc.'s servers i) on servers with IP addresses not associated with Your storefront or domain which is subscribed and related to your ratings page, or Your validated payment processor for that domain, (ii) to create unreasonable load on any All Enthusiast, Inc. Server through the use of the Services or by any means, (iii) on or with illegal or offensive material including but not limited to that which is pornographic, harmful to minors, or violates a contract or covenant, (iv) to perform any illegal acts including by not limited to computer crime, treason, terrorist activities, transmission or storage of illegal content, or content or software in violation of intellectual property and copyright law, (v) to direct bots, spiders or other automated software at servers for any reason without written permission, (vi) to access any unauthorized information on any All Enthusiast, Inc. servers, (vii) to grant access or privileges to any persons who are not unauthorized for such access or privileges, (viii) to harass, threaten, intimidate, coerce, or bribe, users who post reviews to All Enthusiast's Web Site. 8. Representations, Warranties and Covenants of Subscriber. You hereby represent, warrant and covenant that (i) You are in compliance with and will comply with the Terms of Use set forth at (http://www.resellerratings.com/terms.pl), as may be amended from time to time; (ii) an HTML Advertisement shall not consist of more than 50 kilobytes of data, including all graphics and HTML source code, and shall not contain any code intended to automatically redirect a user's web browser from one webpage to another without the user manually clicking on a link or image; (iii) You have all requisite power and authority to enter into this Agreement; (iv) Your website does not knowingly contain malicious code; (v) the content provided by You and any trademarks that You license to All Enthusiast do not infringe, misappropriate or violate the intellectual property right of any third party; (vi) You are in compliance with and will comply with Your privacy policies, All Enthusiast's privacy policy located at http://www.resellerratings.com/statement.pl, and all rules, regulations and laws. 9. Trademarks, Copyrights and Hyperlinks. Notwithstanding anything to the contrary in the Terms of Use, All Enthusiast hereby grants You a limited, non-exclusive right and license to the 'checkbox' logo and the Seals (in accordance with the rights granted in Section 4, above and only if you have subscribed to and paid for the appropriate program options), as applicable, solely in connection with the usage guidelines for such logos and seals set forth herein and in the Terms of Use. You acknowledge and agree that All Enthusiast retains all right, title and interest in and to such logos. You agree to, and All Enthusiast grants You the right to provide hyperlinks on your registered website (including in connection with the logos and seals) to the All Enthusiast Web site. You agree to display the logos and Seals by using code snippets assigned to you by All Enthusiast which retrieves logos and Seals from All Enthusiast servers. You agree not to use your own technology to display seals and logos on Your website unless such use is approved by All Enthusiast in writing. 10. Disclaimer. THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND BY ALL ENTHUSIAST OR ANY AFFILIATE OF ALL ENTHUSIAST, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND YOU HAVE NOT RELIED UPON ANY WARRANTY, GUARANTY OR REPRESENTATION MADE BY ALL ENTHUSIAST OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT PARTICIPATION IN THE PROGRAM GUARANTEES RESULTS WITH RESPECT TO INCREASED BUSINESS OR PROFITS OR OTHERWISE WITH RESPECT TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY OR CONTENT PROVIDED, OR WARRANTIES THAT ACCESS TO ALL ENTHUSIAST'S WEB SITE IS (A) FREE OF DEFECTS OR ERRORS, (B) VIRUS FREE, (C) ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, (D) COMPATIBLE WITH YOUR EXISTING COMPUTERS AND/OR SYSTEMS OR (E) NON-INFRINGING, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. YOU ACKNOWLEDGE AND AGREE THAT ALL ENTHUSIAST HAS NO CONTROL OVER THE CONTENT PROVIDED BY USERS OF ALL ENTHUSIAST'S WEB SITE THAT YOU MAY BE EXPOSED TO DURING THE PARTICIPATION IN THE PROGRAM, AND THE ENTIRE RISK OF PARTICIPATION IN THE PROGRAM IS BORNE BY YOU. 11. Indemnification. Subscriber agrees to indemnify, hold harmless, and defend All Enthusiast, its subsidiaries, affiliates, or any related companies, and their officers, directors, employees, agents, insurers, and representatives of any of them (collectively the "Released Parties") from any an all claims, demands, actions, causes of action, suits, sums of money, fees, expenses (including legal fees and expenses), judgments, controversies, and liabilities whatsoever, at law or in equity, arising from or in any way resulting from Subscriber's use of or participation in the Program. 12. Limitation of Liability. ALL ENTHUSIAST SHALL NOT BE LIABLE TO SUBSCRIBER FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSSES OF BUSINESS REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF THE CONTENT OF ANY USER REVIEW OR ANY USER POSTING WHICH HAS EVER BEEN POSTED TO THE ALL ENTHUSIAST WEB SITE, INCLUDING BUT NOT LIMITED TO ANY USER REVIEW OR USER POSTING WHICH CONTAINS SLANDEROUS, DEFAMATORY, LIBELOUS, ILLEGAL, FALSE, INACCURATE, THREATENING, OR MISLEADING STATEMENTS. ALL ENTHUSIAST SHALL NOT BE LIABLE TO SUBSCRIBER FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF ALL ENTHUSIAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS. IN NO EVENT SHALL ALL ENTHUSIAST BE FOUND LIABLE FOR DAMAGES IN AN AMOUNT EXCEEDING MONIES RECEIVED FROM SUBSCRIBER OVER THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. 13. Release. You acknowledge and agree that All Enthusiast shall have no liability in the event of a dispute between You and a customer or reviewer. If you have a dispute with one or more users, You release All Enthusiast (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, you waive California Civil Code �1542, which states that 'A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.' 14. Term and Termination. The term of this Agreement shall commence on the date that You submit the sign up form to join the Program, and shall continue for a period of one (1) month, after which time it will automatically renew for successive one (1) month periods unless and until terminated by either All Enthusiast or Subscriber in accordance with the terms hereof. Either party can terminate this Agreement for convenience, upon ten (10) days' prior written notice. Cancellation of this Agreement shall not relieve Subscriber from liability to pay any fees that have accrued under the terms of this Agreement and no prorated refunds will be issued. Upon termination, All Enthusiast will terminate Subscriber's account, and Subscriber shall immediately cease use of all logos and hyperlinks. The terms of sections 9 through 15 shall survive the termination of this Agreement. 15. Confidentiality. Each party acknowledges that it may be furnished Confidential Information pursuant to this Agreement. As a condition to being furnished Confidential Information, the Receiving Party: (i) will keep the Confidential Information of the Disclosing Party confidential and will not (except as required by applicable law, regulation or legal or judicial process, and only after compliance with subsection (c) below), without the Disclosing Party's prior written consent, disclose any of the Disclosing Party's Confidential Information in any manner whatsoever and (ii) will use such Confidential Information solely in connection with its performance of its obligations under this Agreement and shall make no use of any such Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or in order to obtain any competitive benefit with respect to the Disclosing Party. The Receiving Party shall make all necessary and appropriate efforts to safeguard the Receiving Party's Confidential Information from disclosure to anyone other than as permitted hereby. The term "Confidential Information" will not, however, include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party hereto, (ii) was available to a party hereto on a nonconfidential basis prior to its disclosure to the Receiving Party, (iii) becomes available to the Receiving Party on a nonconfidential basis from a source (other than in connection with this Agreement) which, to the best knowledge of the Receiving Party, after due inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Confidential Information shall remain the property of the Disclosing Party thereof. Subscriber agrees that any information received under this Agreement shall be used only for research purposes and shall not be used for purposes not supported by this Agreement. 16. Miscellaneous. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California for the purposes of any court proceeding arising out of this Agreement. (b) This Agreement (including the documents and Web site pages referred to herein) constitutes the entire agreement, and supersedes all prior agreements, both oral and written, between the parties with respect to the Program. (c) All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service, sent by email (if to All Enthusiast, to contact@resellerratings.com and if to Subscriber, to the email address supplied by Subscriber as part of its application for the Program) or by U.S. certified or registered mail, return receipt requested, to the appropriate address for a party set forth below (or at such other address for a party as shall be specified by like notice): If to All Enthusiast: By email: support@resellerratings.com By postal mail: ResellerRatings.com 6665 Delmar, Suite #3000 St. Louis, MO 63130 If to Subscriber: To the address, physical or email, as specified by Subscriber as part of its registration for the Program (d) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part by Subscriber without the prior written consent of All Enthusiast. (e) The headings contained in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement. (f) All Enthusiast may modify or amend any of the terms or conditions contained in this Agreement at any time. Upon the occurrence of any material modification or amendment, All Enthusiast will notify You. If the modification or amendment is unacceptable to You, your sole recourse shall be to terminate this Agreement in accordance with the provisions hereof. Your continued participation in the Program for a period of ten (10) business days following the receipt of any such notice will be deemed to constitute Your binding acceptance of such modification or amendment. (g) The failure of any party hereto to comply with any representation, warranty, covenant or agreement contained in this Agreement may be waived only by a written instrument signed by the party granting such waiver. No failure by a party to take any action with respect to any breach of this Agreement or default by the other party shall constitute a waiver of such party's right to enforce any provision hereof or to take any such action. The waiver by any party hereto of a breach of any provision hereunder shall not operate as a waiver of any prior or subsequent breach of the same or any other provision hereunder. (h) Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. (i) The relationship of the parties to this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Neither party shall take any actions that would suggest to any third party that the relationship between the parties is anything other than that of independent contractors. (j) All Enthusiast shall not be liable for, or claim damages as a result of a failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages or inability to obtain energy, war, riots, insurrection, epidemics, earthquakes, fires, acts of God, governmental action, third party network or telecommunications failures and third party internet "brownouts." (k) All Enthusiast operates the All Enthusiast Web site from its offices in the United States of America and makes no representation or warranty that its content or use is legal in any other location. Access or use where illegal is prohibited. You are responsible for compliance with applicable local laws, whether within or outside of the United States. You represent and warrant that You will refrain from taking any actions that contravene any such laws. If Subscriber is an individual, Subscriber represents and warrants that he or she is at least 18 years of age. (l) All Enthusiast reserves the right to refuse to display any HTML Advertisement which is libelous, scandalous, obscene, vulgar, or otherwise deemed unsuitable for placement upon the All Enthusiast Web site. Such determination shall be made according to the sole discretion and judgment of All Enthusiast.